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THE STATE SECURITIES COMMISSION

THE STATE SECURITIES COMMISSION

DECISION No.42/2000/QD-UBCK1 OF JUNE 12, 2000 AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF THE REGULATION ON SECURITIES MEMBERSHIP, LISTING, INFORMATION DISCLOSURE AND TRADING, PROMULGATED TOGETHER WITH DECISION No.04/1999/QD-UBCK1 OF MARCH 27, 1999 OF THE CHAIRMAN OF THE STATE SECURITIES COMMISSION

THE CHAIRMAN OF THE STATE SECURITIES COMMISSION

Pursuant to the Government�s Decree No.15/CP of March 2, 1993 on the tasks, powers and State management responsibilities of the ministries and ministerial-level agencies;

Pursuant to the Government�s Decree No.75/CP of November 28, 1996 on the establishment of the State Securities Commission;

Pursuant to the Government�s Decree No.48/1998/ND-CP of July 11, 1998 on securities and securities market;

At the proposal of the Director of the Securities Market Development Department,

DECIDES:

Article 1.- To amend and supplement a number of articles of the Regulation on securities membership, listing, information disclosure and trading, promulgated together with Decision No.04/1999/QD-UBCK1 of March 27, 1999 of the Chairman of the State Securities Commission, as follows:

1. To cancel Point c, Clause 5 of Article 5 and cancel Appendix 03-TV.

2. Clause 1 of Article 14 is amended as follows:

In cases where clients hold securities certificates and wish to put them to trading, the member shall request such clients to submit their securities certificates before placing order(s). When the clients hand in their securities certificates, the member shall have to give such clients receipts of securities certificates and effect the custody thereof at the securities trading center (STC) according to Decision No.05/1999/QD-UBCK3 of March 27, 1999 of the Chairman of the State Securities Commission promulgating the Regulation on securities custody, clearing and registration.

3. To add Clause 4 to Article 16 as follows:

The listing of the Government bonds shall be effected as follows: The agency authorized by the Government to issue Government bonds (the Finance Ministry and/or the State Treasury) shall send a dossier of application for listing registration to the STC, which shall comprise:

a/ An official dispatch requesting the listing;

b/ A report on the issuance�s result (the bond type, par value, interest rate, maturity).

Five days after the dossier is sent, the Government bonds shall be listed at the STC.

4. Clause 1, Point m, Clause 2 and Clause 3 of Article 33 are amended and supplemented as follows:

Clause 1, Point m: It decides to split up or split down shares or issue shares to increase its charter capital; decides to buy or sell its own shares; or decides to issue bonds together with the right to buy shares or issue convertible bonds.

Clause 2: The listed organization shall have to disclose events specified in Clause 1 of this Article within 24 hours after the occurrence of such events on a centrally-run newspaper and a newspaper of the locality where such organization�s head office is located; and report to the STC thereon in writing within 3 days after their occurrence.

Clause 3: The STC shall disclose events specified in Clause 1 of this Article on its information disclosing means. Particularly, the STC shall have to disclose events specified at Points n, r and s on the mass media.

5. To add Clause 3 to Article 34 as follows:

The STC shall specify contents of information to be disclosed by listed organizations at requests.

6. To cancel Clause 4 of Article 35.

7. Clause 6 of Article 35 is amended as follows:

Periodical reports specified in Clauses 1, 2 and 3 of this Article of fund-managing companies shall be submitted to the STC and the State Securities Commission, announced on the yearly publications of such fund-managing companies and briefly announced on a centrally-run newspaper for 2 consecutive issues.

8. To add Clause 3 to Article 37 as follows:

The STC shall specify contents of information to be disclosed by fund-managing companies at requests.

9. Article 43 is amended as follows:

1. The STC shall organize securities trading sessions from 08:00 hrs to 15:00 hrs on Mondays, Wednesdays and Fridays, except for the public holidays provided for in the Labor Code.

2. The Chairman of the State Securities Commission shall decide to change the trading time when he/she deems it necessary.

10. Article 45 is amended and supplemented as follows:

1. The STC shall organize the trading sessions through the trading system by the 2 following modes:

a/ The order-matching mode: is a trading mode effected on the basis of matching clients� buying orders to the selling orders on the following price determination principle:

a.1. The trading price shall be the one at which the largest trading volume is achieved;

a.2. If there exist different prices satisfying Point a.1 of this Article, the price closest to the executed price of the latest order matching shall be chosen;

a.3. If still remain several prices satisfying Point a.2 of this Article, the highest price shall be chosen.

b/ The agreement mode: is a trading mode whereby the members shall reach an agreement among themselves upon the trading conditions.

2. Securities transactions by foreign investors at the STC shall be managed as follows:

a/ The trading system shall control and disclose the securities volume such foreigners are allowed to buy.

b/ Securities volume bought by foreigners shall be subtracted from the volume they are allowed to buy right after the buying orders are executed. The securities volume sold by the foreigners shall be added to the securities volume they are allowed to buy after the transactions are settled.

c/ After a buying order is executed, if the securities volume a foreigner is allowed to buy is finished, such foreigner�s securities buying order, which has been partly executed or has not yet been executed, shall be automatically canceled, and the next buying order entered into the trading system shall not be accepted.

11. Article 46 is amended as follows:

1. Trading orders executed by the order-matching mode are the limited ones entered by the members� trading representatives into the trading system at the STC.

2. Orders entered into the trading system shall be valid until the end of the trading day.

3. The modification or cancellation of a trading order shall be valid only when the original order has not yet been executed. In cases where an order is modified, the trading representative shall only be allowed to correspondingly modify the identification number of the investor�s transaction account.

12. Article 47 is amended as follows:

Each trading order to be entered into the trading system by the order-matching mode shall contain the following details:

1. Buying order or selling order;

2. Securities code numbers;

3. Volume;

4. Price;

5. Identification number of the investor�s transaction account;

6. Sign of trading order:

- Dealing order of a member (P);

- Brokerage order of a member (C);

- Order from a foreign custody member (F);

- Order from a domestic custody member (M).

7. Other details specified by the STC.

13. To cancel Article 48

14. To cancel Article 49

15. Article 50 is amended as follows:

1. The trading units to be executed by the order-matching mode are prescribed as follows:

a/ For shares: 100 shares;

b/ For bonds: 10 bonds;

c/ For investment fund certificates: 100 certificates.

2. The price listing units are prescribed as follows:

a/ Trading by the order-matching mode:

Price

Share

Investment fund certificate

Bond

� 49,900

100 VND

100 VND

100 VND

50,000 - 99,500

500 VND

500 VND

100 VND

� 100,000

1,000 VND

1,000 VND

100 VND

b/ Trading by the agreement mode: The price listing units are not prescribed.

16. Article 51 is amended as follows:

1. The price fluctuation amplitude applicable to securities listed on a trading day shall be equal to � 5% of the referred price for shares and investment fund certificates, or � 1.5% of the referred price for bonds.

2. The securities price fluctuation amplitude shall be calculated as follows:

a/ For shares and investment fund certificates:

The maximum price = The referred price + (The referred price x 5%)

The minimum price = The referred price - (The referred price x 5%)

b/ For bonds:

The maximum price = The referred price + (The referred price x 1.5%)

The minimum price = The referred price - (The referred price x 1.5%)

3. The referred price shall be determined as follows:

a/ The referred price of shares, investment fund certificates and bonds, which are on normal trading, shall be the closing price of the previous trading day;

b/ For newly listed securities, the STC shall, on the first trading day, accept trading orders without limiting the price fluctuation amplitude and take the closing price of the trading day as the referred price. The price fluctuation amplitude shall apply as from the next trading day;

c/ For securities subject to control, securities no longer subject to control and securities subject to trading halt for more than 30 days, the referred price shall be determined similarly to that specified at Point b of this Article;

d/ For securities transactions conducted without enjoying accompanying rights, the referred price shall be determined on the principle that the closing price of the latest trading day shall be taken and adjusted according to the value of the accompanying rights;

e/ In case of share split-up or split-down, the referred price after such split-up or split-down shall be determined on the principle that the trading price of the day immediately before the split-up or split-down day shall be taken and adjusted according to the share split-up or split-down ratio.

17. Article 52 is amended as follows:

1. The time schedule for trading by the order-matching mode:

a/ The STC shall receive trading orders from 08:00 - 09:00 hrs; from 10:00-11:00 hrs and from 13:00-14:00 hrs on every trading day;

b/ The STC shall conduct the order matching 3 times on each trading day at 9:00, 11:00 and 14:00 hrs;

c/ The opening price shall be the executed price at 09:00 hrs, the closing price shall be the executed price at 14:00 hrs.

2. The time schedule for trading by the agreement mode: from 08:00 hrs to 15:00 hrs.

18. Article 54 is amended as follows:

The trading results shall be announced by the STC on the members� electronic screens at the STC and contain the following details:

1. Identification number of trading order;

2. Identification number for transaction confirmation;

3. Code number of securities;

4. Executed price;

5. Buying or selling volume;

6. Time when the transaction is executed;

7. Buying order or selling order;

8. Sign of order;

9. Identification number of the client�s account;

10. Identification number of the member�s trading representative.

19. To cancel Article 55.

20. Article 56 is amended and supplemented as follows:

1. The block trading is the trading with the following minimum volume:

a/ For shares: 10,000 shares;

b/ For investment fund certificates: 10,000 certificates;

c/ For bonds: 3,000 bonds.

2. Block trading shall be conducted by the agreement mode and according to the following regulations:

a/ Trading representatives shall check price offers of other members and enter their own price offers into the trading system with the following contents:

a.1. Securities bids or securities asks;

a.2. Securities code;

a.3. Volume;

a.4. Price;

a.5. Telephone number for contact.

b/ After reaching an agreement on the trading conditions, the seller�s trading representative shall enter the agreed trading order into the trading system with the following contents:

b.1. Securities code;

b.2. Volume;

b.3. Price;

b.4. Identification number of the buyer�s member;

b.5. Identification number of the buyer�s trading representative;

b.6. Sign of trading order;

b.7. Identification number of the investor�s transaction account.

c/ The trading representatives of the seller and the buyer may cancel the agreed transaction. In cases where the seller�s trading representative cancels the agreed transaction, besides the consent of the buyer�s trading representative, the STC�s consent is also required (except for cases where the representatives of the seller and the buyer are of the same member).

d/ Results of agreed transactions shall be displayed on members� electronic screens at the STC. The trading representatives shall be responsible for checking the already completed transactions in the following details:

d.1. Securities code;

d.2. Trading by the agreement mode;

d.3. Identification number for transaction confirmation;

d.4. Identification number of the investor�s account;

d.5. State of transaction;

d.6. Partners in transaction;

d.7. Sign of trading order.

3. Odd lot transactions shall be conducted directly between the investors and the member securities companies on the principle of price negotiation.

Member securities companies shall have to report trading results to the STC.

21. Article 57 is amended as follows:

1. Listed organizations that wish to redeem or resell their listed shares shall have to file applications for redemption or resale permission according to the STC�s regulations.

2. A listed organization shall be allowed to redeem no more than 30% of the total volume of ordinary shares, a part or the whole of other shares already issued. The redemption or resale of the listed shares shall be effected through the trading system. On each trading day, a listed organization shall be allowed to place order only once with a maximum share volume equal to 5% of the total share volume inscribed in the application.

3. Listed organizations shall have to finish the listed share redemption or resale within 3 months from the date they obtain the permission. In case of redemption, the listed organizations shall be allowed to sell the redeemed shares only after they hold such shares for at least 6 months.

22. Article 59 is amended as follows:

Members� trading errors arising due to confusions and/or mistakes (about buying or selling orders, securities types, prices and/or volumes) in the process of receiving orders, processing orders or in the process of routing or entering orders into the trading system must be reported to the STC by such members who shall be responsible for settling their own trading errors with their clients.

23. To cancel Article 60.

24. Article 61 is amended and supplemented as follows:

1. When securities buying orders and/or selling orders are placed to a member, the balance of the ordering client�s account opened at such member must satisfy the requirement that the deposit is equal to 100% of the value of securities ordered to buy or full volume of securities ordered to sell;

2. Members shall have to check the money and securities deposits of their clients when accepting the orders.

3. Dealing trading orders of members require no security deposits.

4. Before entering orders into the trading system, securities companies shall have to check the securities holding rates of clients through such clients� accounts opened at the securities companies (for domestic clients) or through foreign custody members (for foreign clients).

25. Article 62 is amended as follows:

1. In cases where the prices and/or trading volumes of a securities type unexpectedly fluctuate, the STC shall give a warning signal and may decide to halt the trading of such securities type and request the concerned listed organization(s) to disclose necessary information.

2. In case of share split-up or split-down, the STC shall halt the trading of such type of share until the share split-up or split-down is completed.

3. The STC may decide to halt the trading of a specific securities type in order to protect the common interest of the investing public or to ensure the fair and stable operation of the market.

4. The STC shall prescribe the signs and symbols on the electronic screens and publicize on its communications means the cases specified at Points c, d and e, Clause 3 of Article 51 and Clauses 1 and 3 of this Article.

26. Article 63 is amended as follows:

1. Securities shall be subject to the control when they fall into the states prescribed in Articles 29 and 30 of this Regulation, and securities shall no longer be subject to the control as soon as the concerned listed organizations overcome such states.

2. When securities are subject to the control or no longer subject to the control, the STC shall halt the securities trading in order to re-determine the referred price(s) of such securities.

Article 2.- This Decision takes effect 15 days after its signing. The previous stipulations which are contrary to this Decision are all now annulled.

Article 3.- The director of the Office, the director of the Securities Market Development Department, the director of the Securities Trading Center, the heads of the units, of the State Securities Commission and the concerned parties shall have to implement this Decision.

Chairman of the State Securities Commission
NGUYEN DUC QUANG